SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Ault & Company, Inc.

(Last)

(First)

(Middle)

201 SHIPYARD WAY, SUITE E

(Street)

NEWPORT BEACH

92663

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DPW Holdings, Inc. [ DPW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	See Remark

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/21/2020		C⁽¹⁾		413,793	A	$1.45	1,080,738	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
8% Convertible Promissory Note	$1.45	08/21/2020		C⁽¹⁾		1		⁽²⁾	⁽²⁾	Common Stock	689,655⁽³⁾	$1,000,000	400,000⁽¹⁾	D

Explanation of Responses:

1. On February 5, 2020, the Issuer sold and issued an 8% Convertible Promissory Note in the principal amount of $1,000,000 (the "Note") to the Reporting Person, which Note is convertible into shares of the Issuer's common stock, par value $0.001 per share (the "Common Stock") at a conversion price of $1.45 per share. On August 20, 2020, the Reporting Person converted $600,000 of the Note into 413,793 shares of Common Stock. The Issuer's stockholders approved the conversion of the Note into shares of Common Stock at $1.45 per share at the Issuer's special meeting of stockholders held on July 8, 2020, as required by Rule 713(a)(ii) of the NYSE Company Guide.

2. The Note is convertible, at the election of the Reporting Person, prior to payment, or prepayment, in full on or after July 22, 2020.

3. Excludes shares issuable at the election of the Reporting Person upon conversion of accrued interest (both past and future) into shares of Common Stock.

Remarks:

Milton C. Ault, III, the Chief Executive Officer of the Reporting Person, is the Chief Executive Officer and Chairman of the Board of Directors of the Issuer.

	By: /s/ Milton C. Ault, III, CEO	08/24/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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